About Marico Ltd

Marico Limited, headquartered in Mumbai, Maharashtra, carries on business in branded consumer products. Marico manufactures and markets products with the brands such as Parachute, Parachute Advansed, Nihar, Nihar Naturals, Saffola, Hair & Care, Revive, Mediker, Livon, Set-wet, etc. The Company's products reach its consumers through retail outlets serviced by its distribution network comprising regional offices, carrying & forwarding agents, redistribution centers & distributors spread all over India. Marico Limited (ML), a leading Fast Moving Consumer Goods (FMCG) player was incorporated on 13th October 1988 under the name of Marico Foods Limited. The name of the company was changed from Marico Foods Limited to Marico Industries Limited with effect from 31st October of the year 1989. During the same year 1989, in December, the company had entered into an agreement with M/s. Rasoi Industries Limited for purchase of its unit located at M.I.D.C. Industrial Estate, Jalgaon. After a year, in 1990, ML made a Registered Users Agreement with Bombay Oil Industries Ltd (BOIL) for the use of the brands Parachute and Saffola for an initial period of 3 years commenced from 1st April of the same year. The Company established a new plant at Kanjikode, Palghat District of Kerala to manufacture Parachute Coconut Oil with capacity of 24000 tonnes of coconut oil per annum, began commercial operation in May of the year 1993. During the year 1995, ML had acquired the Brand SIL' from KFL for the consideration of Rs 3 crores. Marico had extended its Sweekar oil brand during the year 1997, by the way of two new refined oils entry namely Sweekar cotton seed oil and Sweekar mustard oil. In the identical year of 1997, the company had set up a factory near Jalgaon to process the cotton seeds and another factory near Jaipur for the mustard oil. The Company made the join venture between a Lever group company and Nissin of Japan in the year 1998, and its products were distributed through HLL's channels. During the year 2000, the company made a tie up with the International Association of Trichologists (IAT), a non-profit organisation based in Australia. In the identical year, ML had launched Parachute Dandruff Solution Coconut Hair Oil in Calcutta, the first oil to combine coconut oil with antidandruff properties in single hair oil. After a year, in 2001, the company had introduced the Revive Anti-Bacteria starch. Marico had acquired a controlling equity interest in Sundari LLC during the period of 2003. High Court of Judicature at Bombay approves the Scheme of Amalgamation of Anandita Arnav Trading & Investment Private Ltd, Madhav Nandini Trading & Investment Private Ltd, Rajvi Rishabh Trading & Investment Private Ltd and Rishabh Harsh Trading & Investment Private Ltd with the company on 12th February 2004. In the same year of 2004, the company had forayed into the beauty products segment with the launch of Silk-n-Shine, a post-wash hair care product. During the year 2006, Marico had acquired Hindustan Lever Limited's Nihar for the consideration of Rs 216 crores. In October of the year 2007, the company had entered into the South African ethnic hair care and health care market. Marico acquired the consumer division of Enaleni Pharmaceuticals, through purchase of 100% shares in Enaleni Pharmaceuticals Consumer Division (EPCD), an Enaleni subsidiary. ML had divested of its processed foods business, Sil' to a Danish business house, Good Food Group in March of the year 2008. The transaction, for an undisclosed consideration envisages a sale of Mario's Sil business to the Indian subsidiary of Good Food Group A/S, Scandic Food India (Scandic). In 2009, Marico made a public offering of equity in Bangladesh in a first for one its overseas subsidiaries. In 2010, Marico began its South East Asia journey with the launch of Code 10, a male grooming brand, in Malaysia and Derma Rx skin care solutions in Singapore. In India, Saffola launched Masala oats as breakfast food during the year. In 2011, Parachute Advanced entered the skin-care category with the launch of Parachute Advanced Body Lotion (PABL). During the year, Parachute Gold Hair Cream was launched in the Middle East market targeted to women. On 18 February 2011, Marico announced that it has acquired 85% equity stake in International Consumer Products Corporation (ICP), one of the most successful Vietnamese FMCG companies, for an undisclosed consideration. ICP was founded, in 2001, by Dr. Phan Quoc Cong and his partner. ICP achieved a turnover of a little over USD 25 million during the calendar year 2010. Its brands X-Men, L'Ovite, Thuan Phat and others have a significant presence across personal care, beauty cosmetics and sauces/condiments categories. On 25 March 2011, Marico Group announced the divestment of its refined sunflower oil brand Sweekar' to Cargill India Private Limited (Cargill). The transaction, for an undisclosed consideration, envisages an assignment of the Sweekar trademark and copyrights from Marico to Cargill. On 15 February 2012, Marico announced that it has executed documents to acquire Set Wet, Livon, Zatak and certain other personal care brands currently owned by Reckitt Benckiser (RB). RB had acquired these brands from Paras Pharmaceuticals in a deal completed during April 2011. The transaction envisages transfer of all key assets including intellectual property rights, supply agreements and third party manufacturing agreements (Paras PC business), for an undisclosed consideration. These assets are in the process of being transferred to a separate company in which Marico will acquire 100% shares. The Paras PC business is expected to achieve a turnover of over Rs 150 crore during FY 2012. Brands in the portfolio are amongst the top three positions in the hair gels, male deodorant and leave-on hair serum categories. This acquisition gives Marico an opportunity to participate in the rapidly growing deodorant and male grooming categories in India. The Board of Directors of Marico at its meeting held on 6 April 2012 considered, approved and recommended a proposal to issue and allot 2.94 crore equity shares at issue price of Rs 170 per share aggregating Rs 500 crore on preferential basis to Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd (GIC), and Baring India Private Equity Fund III Listed Investments Limited. The Board of Directors of Marico at its meeting held on 7 January 2013 approved demerger of the Kaya skin care solutions business into a separate company which will be named Marico Kaya Enterprises Limited (MaKE) or any such other name as may be approved by the Registrar of Companies. The business undertaking of Kaya housed in Marico Limited, comprising investment in equity of Kaya Limited, related IPRs, employee contracts and cash and bank balances will be demerged into MaKE through a High Court approved Scheme of Arrangement, subject to approvals by the shareholders and creditors and lenders in Marico Limited. As a consideration, the shareholders of Marico Limited as on the record date, shall be issued 1 share of MaKE with a face value of Rs 10 each to be issued at a premium of Rs 200 per share for every 50 shares of Marico with a face value of Re 1 each. On 25 October 2013, Marcio announced that it has decided to stop production at its manufacturing plant at Ponda in Goa. This unit was set up in 1997 for manufacture and packaging of pure coconut oil. Due to input material supply and logistic dynamics that changed over the year, the operations at the plant became commercially unviable. The company has decided to close the plant in due course for which initial preparatory steps are being taken. With effect from 21 November 2013, Marico stopped manufacturing activities at its Dehradun Camp Road plant and initiated for a closure of the plant. This plant was set up in 2003 for manufacture of cosmetics. On 14 January 2014, credit rating agency CRISIL upgraded its ratings on the long-term debt instruments, and long-term bank facilities of Marico to 'CRISIL AA+/Stable' from 'CRISIL AA/Positive', and reaffirmed its rating on the short-term debt programme and short-term bank facilities at 'CRISIL A1+'. The rating upgrade reflects CRISIL's expectation of improvement in Marico's business risk profile over the medium term driven by increasing revenue diversity and dominant market position in branded coconut oil, value added hair oil, and premium refined edible oil segments. The Board of Directors of Marico at its meeting held on 4 November 2015 recommended the issue bonus shares in the ratio of 1:1 i.e. one fully paid-up equity share of Re. 1 each for every one existing fully paid-up equity share of Re. 1 each held in the company. On 27 May 2016, Marico announced that the commercial production for manufacturing of value added hair oils has successfully commenced at its newly set up plant in Guwahati, Assam. Marico's second plant in Guwahati, Assam set up to manufacture value added personal care products successfully commenced commercial production on 16 March 2017. On 17 March 2017, Marico announced a strategic investment in Zed Lifestyle Private Limited with an acquisition of 45% equity stake for an undisclosed consideration. The equity stake shall be acquired over a period of two years, through primary infusion and secondary buy-outs. Zed Lifestyle owns Beardo, a fast growing male grooming brand founded by entrepreneurs Ashutosh Valani and Priyank Shah in June 2016 in Ahmedabad, India. Marico views this investment in Zed Lifestyle as a stepping stone towards its ambition of strengthening its presence and widening its portfolio in the male grooming market. On 28 July 2017, Marico South Africa Pty. Limited (MSA), a wholly owned step-down subsidiary of Marico announced the acquisition of business including related intellectual property rights of ISOPLUS, a leading hair styling brand in South Africa from JM Products SA Pty. Limited and Ms. Mary L Harris, its owner for a consideration of 75 million South African Rand (about Rs 36 crore) at a revenue multiple of 1.2. The strategic buyout will enable MSA to become a full spectrum ethnic hair care company in South Africa. The acquisition comprises purchase of manufacturing facilities, working capital and all intellectual property rights owned by JM Products and Ms. Mary L Harris. On 7 March 2018, Marico announced that it has exited Bellezimo Professionale Products Private Limited (Bellezimo) by selling back its entire 45% equity stake in the company to the promoters of Bellezimo for a total consideration of Rs 1.60 crore. Bellezimo is engaged in marketing skin care products to cater to Salons channel. The capital expenditure in FY2018 was Rs 128 crore (USD20 million). During the FY2019,the company entered into Shareholders' Agreement and share subscription agreement with Revolutionary Fitness Pvt Ltd(Revofit) and acquired 22.46% of its equity stake. Consequently Revofit became an associate company of Marico. During the FY2020,the company spent Rs 194 crore towards capital expenditure(CAPEX) for capacity expansion and maintenance of existing manufacturing facilities. The Ministry of Home Affairs vide order No.40-3/2020 dated 24.03.2020 notified first ever nationwide lockdown in India to contain the outbreak of COVID 19. As a result, the operations were temporarily disrupted at manufacturing, warehouse and distribution locations of Marico India. Further, International businesses were also temporarily disrupted with many of the territories experiencing partial or complete lockdown in the last week of March 2020. On 30 June 2020, the Company has acquired the remaining 55% stake in ZED Lifestyle Private Limited (which was earlier a Joint Venture) and converted it into a wholly owned subsidiary. During the quarter ended 30 September 2020, the Company has sold its entire stake in 'Revolutionary Fitness Private Limited' and 'Hello Green Private Limited' (Joint Ventures). The National Company Law Tribunal at Mumbai Bench has, vide order dated December 2, 2020 sanctioned Scheme of Arrangement (the Scheme') of Marico Consumer Care Ltd (MCCL) (Subsidiary of Marico Ltd) with effective date as April 1, 2020 with the holding company. On May 23, 2022, Company acquired 53.98% equity stake in HW Wellness Solutions Private Limited (True Elements) and True Elements became a subsidiary of the Company. During FY 2023, Beauty X Joint Stock Company, Vietnam, became a Wholly Owned Subsidiary of Marico South-East Asia Corporation (MSEA), by acquiring MSEA on January 31, 2023. Consequently, Beauty X became a step-down wholly owned subsidiary of the Company. On July 4, 2022 and November 11, 2022, Company acquired additional equity stake of 4.14% and 3.48% respectively in Apcos Naturals Private Limited, thereby increasing the total equity stake from 52.38% to 60%. In FY23, Company launched 14 New Products in Saffola Masala Oats, Saffola Munchiez, Saffola Soya, Saffola Honey, Saffola Mayonnaise, Saffola Fittify, Saffola Immuniveda and Prachute Advance Product Range.

Marico Ltd Chairman Speech

BUILDING THE MARICO OF tomorrow

Our commitment towards a sustainable world has now transformed into a much larger and ambitious vision as we embark upon the ‘Sustainability 2.0' journey, launched on June 5, 2022, commemorating the 50^th anniversary of World Environment Day (led by the United Nations Environment Programme).

Dear Shareholders,

It is a great privilege to present to you the fifth Integrated Annual Report for your Company for the financial year 2022-23. As we reflect on fiscal year 2022-23, your Company has delivered a fairly resilient performance in a rather challenging business environment. Escalating geo-political tensions, volatile commodity prices, inflationary pressures and rising interest rates marked the operating environment during the year. Consequently, the FMCG sector grappled with a subdued demand sentiment, which was even more pronounced in rural consumption trends. However, with inflation moderating and commodities stabilising gradually in the latter half of the year, some green shoots of recovery have emerged as overall FMCG sector volume growth moved into positive territory in the last quarter of the fiscal year after five consecutive quarters of decline.

Over the last few years, there have been notable, and probably, lasting shifts in consumer behaviour and preferences such as much faster adoption of the digital medium for shopping, entertainment and making payments, heightened focus on health and wellness and stronger push towards sustainable and ethically-produced products. Your Company continues to prioritise the needs and preferences of consumers, to be able to create long-term relationships, build trust and foster loyalty, which are crucial levers for succeeding in today's highly competitive and dynamic market. We constantly endeavour to understand and meet the expectations of our consumers through innovative and effective products that enhance their lives and provide a delightful experience. Notwithstanding recent trends, we remain confident of India's robust consumption story and believe that an evolving and strengthening portfolio, coupled with a consumer-centric approach, will enable your Company to drive sustainable value creation for all stakeholders.

Sustainability – A way of life

Your Company has always been a firm believer of creating value for the society by building solutions to its challenges. Sustainability lies at the centre of our business strategies while we aim to create shared value for all. As I had alluded to in my last letter, we were able to surpass the ambitious five-year targets set across various environmental, social and governance (ESG) parameters up to FY22. Our commitment towards a sustainable world has now transformed into a much larger and ambitious vision as we embark upon the ‘Sustainability 2.0' journey, launched on June 5, 2022, commemorating the 50^th anniversary of World Environment Day (led by the United Nations Environment Programme). The Sustainability 2.0 framework comprises over 50 key performance indicators across eight materially relevant categories and serves as a launchpad to achieve our Decade of Action (2030) vision and purpose. The eight focus areas of the Sustainability 2.0 journey are Net Zero Emissions, Water Stewardship, Circular Economy, Responsible Sourcing, Responsible Brands, Inclusion and Diversity, Sustainable Agriculture and Human Rights & Ethics. Your Company is committed to achieve ‘net zero emissions' in its domestic operations by 2030 and global operations by 2040. To ensure your Company's successful transition to a net-zero, carbon neutral and climate resilient future, it will drive faster adoption of renewable energy, low-carbon technology, carbon forestry and completely phase-out fossil fuels from its operations.

India is one of the most water-stressed countries in the world, and therefore, judicious use of water by all is a key responsibility to ensure there is enough supply for community usage and agriculture. We are aiming for certified water-neutral operations in all manufacturing facilities. To achieve this, we have developed a long-term plan until 2030 to replenish more water for communities than we consume. Under ‘Jalashay' our water stewardship programme, we have created over 290 Crore litres of water conservation capacity pan- India till date, especially around our manufacturing locations and key sourcing areas of our raw materials. Plastic waste management has become one of the most pressing environmental issues of today and solving it requires an enabling ecosystem with stakeholders collaborating and devising innovative solutions. Under ‘Upcycle', an initiative towards perpetuating a circular economy, your Company aims to achieving 100% recyclable packaging by 2025 (95% so We are aiming for certified water-neutral operations in all manufacturing facilities. To achieve this, we have developed a long-term plan until 2030 to replenish more water for communities than we consume.

Our sustainability efforts have received appreciation in various forums during the year. Marico was among 25 companies in the Asia-Pacific region to be honoured at the prestigious Steward Leadership Summit for its efforts in equipping farmers with sustainable agriculture methods.

far), phase out hazardous substances such as PVCs, and introduce at least 30% r-PCR in its packaging portfolio. We continue to fulfil 100% of our Extended Producers' Responsibility (EPR) targets. Your Company strongly believes in purpose-driven brands that not only delight consumers but also contribute positively to the community at large. Under the ‘Parachute Kalpavriksha' initiative, we work towards improving small-scale farmers' productivity. Since its launch, the program has expanded its reach to 3,11,000 acres of farms and 81,000 farmers, leading to 16% yield improvement for those who have participated in the program for over a year. The brand, Nihar Naturals Shanti Amla, continues to champion the cause of progress and nation building by contributing a part of its profits towards girl child education. The ‘Nihar Shanti Pathshala Funwala' programme focuses on upskilling and empowering teachers in government schools. Over 3 lakh teachers have been trained through a mix of workbook-led and digitally enabled English literacy courses and more than a million students have benefitted from the programme. We continue our work towards nurturing brands, which are powerful agents of change, driving innovation, sustainability and social progress. Marico Innovation Foundation (MIF), a not-for-profit organization set-up in 2003, supports disruptive innovations in businesses and social sectors in India. Driven by a commitment to make a progressive impact, MIF works tirelessly to provide assistance to potential game changing innovations along their growth journey. Over the past two decades, MIF has grown to be a torchbearer of innovation having been associated with 100+ ideas through various programs and themes. In January 2023, MIF also announced the launch of the first of its kind playbook, titled Innovation in Plastic: The Potential and Possibilities, which analyses and provides holistic insights on the potential solutions to address the swelling global challenge that plastic waste presents, by throwing a spotlight on 15 innovations in India that are working towards solving it. The Report, developed in collaboration with two knowledge partners, Indian Institute of Science (IISc) and Praxis Global Alliance, also highlights learnings from past innovations and initiatives undertaken at the international, national, corporate, and city level to support circularity in plastics. Our sustainability efforts have received appreciation in various forums during the year. Marico was among 25 companies in the Asia-Pacific region to be honoured at the prestigious Steward Leadership Summit for its efforts in equipping farmers with sustainable agriculture methods. I am also pleased to share that Marico was the only company in the FMCG sector to feature in the ‘Leadership' category in CRISIL's Sustainability Yearbook 2022. The Economic Times felicitated your Company as the Corporate Citizen of the Year 2023 in recognition of its initiatives and commitment to delivering value for society.

People-first philosophy a key ingredient for longevity

Trust, ownership, innovation, inclusion and collaboration are key tenets that form the bedrock of our culture. We have always imbibed a ‘people-first' approach, which has guided us towards achieving positive outcomes and meet our business objectives, holding firm even during unprecedented levels of uncertainty that we have witnessed in the operating environment over the last three years. During the year, we continued our efforts to develop a future-ready talent pipeline where the major focus has been to empower our home-grown talent through bespoke learning interventions and internal movements, thereby, transforming them into ‘leaders of tomorrow'. We have also taken significant steps in our journey towards fostering Inclusion and Diversity through consistent evolution in our policies, processes and infrastructure, as we create a conducive growth environment for all and build organizational resilience.

ForwardTogether–Building Marico for the future

In current times, the business landscape is in a constant state of flux and it is imperative for companies to evolve and adapt to changing market conditions and consumer trends. I believe that organizations, which embrace digital technologies, focus on innovation by incorporating a culture of creativity, ingrain sustainability considerations in business strategies and foster a culture of learning, are most likely to create long-term value for its stakeholders. As we aim to become a leading FMCG multinational in each of the chosen emerging markets of Asia and Africa, we remain focused on accelerating our portfolio diversification, strengthening our distribution infrastructure, leveraging advanced digital technologies and empowering our people. Your Company will continue its steadfast commitment to propel the levers of growth across its diverse product portfolio and markets, while maintaining a long-term perspective on sustained growth and competitive advantage. The Board has continued to exhibit an unwavering commitment to your Company's mission to drive growth and innovation, while upholding the highest standards of corporate governance. I continue to act as the Non-Executive Chairman of the Board, while Saugata continues to lead your Company's strategic growth initiatives. I also continue to lead efforts to improve the collective functioning of the Board and am actively involved in your Company's CSR initiatives. I am pleased to welcome Mr. Rajan Bharti Mittal as an Independent Director on the Board. Mr. Mittal brings with him an astute business acumen and a fresh perspective through which I am sure your Company will greatly benefit. I want to express my heartfelt appreciation to the Board for their ongoing engagement and guidance and to our shareholders for placing their unfettered faith in Marico. I am grateful for the steadfast commitment of our members, even amidst fairly challenging times. I would also like to express my sincere gratitude towards all our business partners, vendors and associates for their sustained support as we continue to chart our way forward towards building a future-focused Marico. Warm regards,

Harsh Mariwala

Chairman

Marico Ltd Company History

Marico Limited, headquartered in Mumbai, Maharashtra, carries on business in branded consumer products. Marico manufactures and markets products with the brands such as Parachute, Parachute Advansed, Nihar, Nihar Naturals, Saffola, Hair & Care, Revive, Mediker, Livon, Set-wet, etc. The Company's products reach its consumers through retail outlets serviced by its distribution network comprising regional offices, carrying & forwarding agents, redistribution centers & distributors spread all over India. Marico Limited (ML), a leading Fast Moving Consumer Goods (FMCG) player was incorporated on 13th October 1988 under the name of Marico Foods Limited. The name of the company was changed from Marico Foods Limited to Marico Industries Limited with effect from 31st October of the year 1989. During the same year 1989, in December, the company had entered into an agreement with M/s. Rasoi Industries Limited for purchase of its unit located at M.I.D.C. Industrial Estate, Jalgaon. After a year, in 1990, ML made a Registered Users Agreement with Bombay Oil Industries Ltd (BOIL) for the use of the brands Parachute and Saffola for an initial period of 3 years commenced from 1st April of the same year. The Company established a new plant at Kanjikode, Palghat District of Kerala to manufacture Parachute Coconut Oil with capacity of 24000 tonnes of coconut oil per annum, began commercial operation in May of the year 1993. During the year 1995, ML had acquired the Brand SIL' from KFL for the consideration of Rs 3 crores. Marico had extended its Sweekar oil brand during the year 1997, by the way of two new refined oils entry namely Sweekar cotton seed oil and Sweekar mustard oil. In the identical year of 1997, the company had set up a factory near Jalgaon to process the cotton seeds and another factory near Jaipur for the mustard oil. The Company made the join venture between a Lever group company and Nissin of Japan in the year 1998, and its products were distributed through HLL's channels. During the year 2000, the company made a tie up with the International Association of Trichologists (IAT), a non-profit organisation based in Australia. In the identical year, ML had launched Parachute Dandruff Solution Coconut Hair Oil in Calcutta, the first oil to combine coconut oil with antidandruff properties in single hair oil. After a year, in 2001, the company had introduced the Revive Anti-Bacteria starch. Marico had acquired a controlling equity interest in Sundari LLC during the period of 2003. High Court of Judicature at Bombay approves the Scheme of Amalgamation of Anandita Arnav Trading & Investment Private Ltd, Madhav Nandini Trading & Investment Private Ltd, Rajvi Rishabh Trading & Investment Private Ltd and Rishabh Harsh Trading & Investment Private Ltd with the company on 12th February 2004. In the same year of 2004, the company had forayed into the beauty products segment with the launch of Silk-n-Shine, a post-wash hair care product. During the year 2006, Marico had acquired Hindustan Lever Limited's Nihar for the consideration of Rs 216 crores. In October of the year 2007, the company had entered into the South African ethnic hair care and health care market. Marico acquired the consumer division of Enaleni Pharmaceuticals, through purchase of 100% shares in Enaleni Pharmaceuticals Consumer Division (EPCD), an Enaleni subsidiary. ML had divested of its processed foods business, Sil' to a Danish business house, Good Food Group in March of the year 2008. The transaction, for an undisclosed consideration envisages a sale of Mario's Sil business to the Indian subsidiary of Good Food Group A/S, Scandic Food India (Scandic). In 2009, Marico made a public offering of equity in Bangladesh in a first for one its overseas subsidiaries. In 2010, Marico began its South East Asia journey with the launch of Code 10, a male grooming brand, in Malaysia and Derma Rx skin care solutions in Singapore. In India, Saffola launched Masala oats as breakfast food during the year. In 2011, Parachute Advanced entered the skin-care category with the launch of Parachute Advanced Body Lotion (PABL). During the year, Parachute Gold Hair Cream was launched in the Middle East market targeted to women. On 18 February 2011, Marico announced that it has acquired 85% equity stake in International Consumer Products Corporation (ICP), one of the most successful Vietnamese FMCG companies, for an undisclosed consideration. ICP was founded, in 2001, by Dr. Phan Quoc Cong and his partner. ICP achieved a turnover of a little over USD 25 million during the calendar year 2010. Its brands X-Men, L'Ovite, Thuan Phat and others have a significant presence across personal care, beauty cosmetics and sauces/condiments categories. On 25 March 2011, Marico Group announced the divestment of its refined sunflower oil brand Sweekar' to Cargill India Private Limited (Cargill). The transaction, for an undisclosed consideration, envisages an assignment of the Sweekar trademark and copyrights from Marico to Cargill. On 15 February 2012, Marico announced that it has executed documents to acquire Set Wet, Livon, Zatak and certain other personal care brands currently owned by Reckitt Benckiser (RB). RB had acquired these brands from Paras Pharmaceuticals in a deal completed during April 2011. The transaction envisages transfer of all key assets including intellectual property rights, supply agreements and third party manufacturing agreements (Paras PC business), for an undisclosed consideration. These assets are in the process of being transferred to a separate company in which Marico will acquire 100% shares. The Paras PC business is expected to achieve a turnover of over Rs 150 crore during FY 2012. Brands in the portfolio are amongst the top three positions in the hair gels, male deodorant and leave-on hair serum categories. This acquisition gives Marico an opportunity to participate in the rapidly growing deodorant and male grooming categories in India. The Board of Directors of Marico at its meeting held on 6 April 2012 considered, approved and recommended a proposal to issue and allot 2.94 crore equity shares at issue price of Rs 170 per share aggregating Rs 500 crore on preferential basis to Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd (GIC), and Baring India Private Equity Fund III Listed Investments Limited. The Board of Directors of Marico at its meeting held on 7 January 2013 approved demerger of the Kaya skin care solutions business into a separate company which will be named Marico Kaya Enterprises Limited (MaKE) or any such other name as may be approved by the Registrar of Companies. The business undertaking of Kaya housed in Marico Limited, comprising investment in equity of Kaya Limited, related IPRs, employee contracts and cash and bank balances will be demerged into MaKE through a High Court approved Scheme of Arrangement, subject to approvals by the shareholders and creditors and lenders in Marico Limited. As a consideration, the shareholders of Marico Limited as on the record date, shall be issued 1 share of MaKE with a face value of Rs 10 each to be issued at a premium of Rs 200 per share for every 50 shares of Marico with a face value of Re 1 each. On 25 October 2013, Marcio announced that it has decided to stop production at its manufacturing plant at Ponda in Goa. This unit was set up in 1997 for manufacture and packaging of pure coconut oil. Due to input material supply and logistic dynamics that changed over the year, the operations at the plant became commercially unviable. The company has decided to close the plant in due course for which initial preparatory steps are being taken. With effect from 21 November 2013, Marico stopped manufacturing activities at its Dehradun Camp Road plant and initiated for a closure of the plant. This plant was set up in 2003 for manufacture of cosmetics. On 14 January 2014, credit rating agency CRISIL upgraded its ratings on the long-term debt instruments, and long-term bank facilities of Marico to 'CRISIL AA+/Stable' from 'CRISIL AA/Positive', and reaffirmed its rating on the short-term debt programme and short-term bank facilities at 'CRISIL A1+'. The rating upgrade reflects CRISIL's expectation of improvement in Marico's business risk profile over the medium term driven by increasing revenue diversity and dominant market position in branded coconut oil, value added hair oil, and premium refined edible oil segments. The Board of Directors of Marico at its meeting held on 4 November 2015 recommended the issue bonus shares in the ratio of 1:1 i.e. one fully paid-up equity share of Re. 1 each for every one existing fully paid-up equity share of Re. 1 each held in the company. On 27 May 2016, Marico announced that the commercial production for manufacturing of value added hair oils has successfully commenced at its newly set up plant in Guwahati, Assam. Marico's second plant in Guwahati, Assam set up to manufacture value added personal care products successfully commenced commercial production on 16 March 2017. On 17 March 2017, Marico announced a strategic investment in Zed Lifestyle Private Limited with an acquisition of 45% equity stake for an undisclosed consideration. The equity stake shall be acquired over a period of two years, through primary infusion and secondary buy-outs. Zed Lifestyle owns Beardo, a fast growing male grooming brand founded by entrepreneurs Ashutosh Valani and Priyank Shah in June 2016 in Ahmedabad, India. Marico views this investment in Zed Lifestyle as a stepping stone towards its ambition of strengthening its presence and widening its portfolio in the male grooming market. On 28 July 2017, Marico South Africa Pty. Limited (MSA), a wholly owned step-down subsidiary of Marico announced the acquisition of business including related intellectual property rights of ISOPLUS, a leading hair styling brand in South Africa from JM Products SA Pty. Limited and Ms. Mary L Harris, its owner for a consideration of 75 million South African Rand (about Rs 36 crore) at a revenue multiple of 1.2. The strategic buyout will enable MSA to become a full spectrum ethnic hair care company in South Africa. The acquisition comprises purchase of manufacturing facilities, working capital and all intellectual property rights owned by JM Products and Ms. Mary L Harris. On 7 March 2018, Marico announced that it has exited Bellezimo Professionale Products Private Limited (Bellezimo) by selling back its entire 45% equity stake in the company to the promoters of Bellezimo for a total consideration of Rs 1.60 crore. Bellezimo is engaged in marketing skin care products to cater to Salons channel. The capital expenditure in FY2018 was Rs 128 crore (USD20 million). During the FY2019,the company entered into Shareholders' Agreement and share subscription agreement with Revolutionary Fitness Pvt Ltd(Revofit) and acquired 22.46% of its equity stake. Consequently Revofit became an associate company of Marico. During the FY2020,the company spent Rs 194 crore towards capital expenditure(CAPEX) for capacity expansion and maintenance of existing manufacturing facilities. The Ministry of Home Affairs vide order No.40-3/2020 dated 24.03.2020 notified first ever nationwide lockdown in India to contain the outbreak of COVID 19. As a result, the operations were temporarily disrupted at manufacturing, warehouse and distribution locations of Marico India. Further, International businesses were also temporarily disrupted with many of the territories experiencing partial or complete lockdown in the last week of March 2020. On 30 June 2020, the Company has acquired the remaining 55% stake in ZED Lifestyle Private Limited (which was earlier a Joint Venture) and converted it into a wholly owned subsidiary. During the quarter ended 30 September 2020, the Company has sold its entire stake in 'Revolutionary Fitness Private Limited' and 'Hello Green Private Limited' (Joint Ventures). The National Company Law Tribunal at Mumbai Bench has, vide order dated December 2, 2020 sanctioned Scheme of Arrangement (the Scheme') of Marico Consumer Care Ltd (MCCL) (Subsidiary of Marico Ltd) with effective date as April 1, 2020 with the holding company. On May 23, 2022, Company acquired 53.98% equity stake in HW Wellness Solutions Private Limited (True Elements) and True Elements became a subsidiary of the Company. During FY 2023, Beauty X Joint Stock Company, Vietnam, became a Wholly Owned Subsidiary of Marico South-East Asia Corporation (MSEA), by acquiring MSEA on January 31, 2023. Consequently, Beauty X became a step-down wholly owned subsidiary of the Company. On July 4, 2022 and November 11, 2022, Company acquired additional equity stake of 4.14% and 3.48% respectively in Apcos Naturals Private Limited, thereby increasing the total equity stake from 52.38% to 60%. In FY23, Company launched 14 New Products in Saffola Masala Oats, Saffola Munchiez, Saffola Soya, Saffola Honey, Saffola Mayonnaise, Saffola Fittify, Saffola Immuniveda and Prachute Advance Product Range.

Marico Ltd Directors Reports

To the Members,

Your Board of Directors (“Board”) is pleased to present the Thirty Fifth Annual Report of Marico Limited (“Marico” or “Company” or “your Company”) for the financial year ended March 31, 2023 (“year under review” or “year” or “FY23”).

In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other developments during the financial year from April 1, 2022 to March 31, 2023, in respect of Marico and “Marico Consolidated” comprising Marico and its subsidiaries. The consolidated entity has been referred to as “Marico Group” or “Group” in this report.

FINANCIAL RESULTS - OVERVIEW

(H in Crores)

REVIEW OF OPERATIONS

In FY23, Marico Limited posted a consolidated turnover of H 9,764 Crores (USD 1.2 billion), up 3% from the previous year. The underlying domestic volume growth for the year was 1% and constant currency growth in the international business was 13%. The business delivered operating profit of H 1,810 Crores, up 8% over the last year. The operating margin stood at 18.5%, up ~87 bps from the previous year. Recurring net profit after tax was at H 1,280 Crores, a growth of 4% over the last year.

The domestic business achieved a turnover of H 7,351 Crores, marginally higher than the last year. Volume growth was modest at 1%, owing to higher retail inflation weakening consumption trends, especially in the rural sector. The operating margin of the India business was at 19.8% in

FY23 vs 17.4% in the previous year. The improved profitability was a result of moderation in the prices of key commodities such as copra and vegetable oils as well as a more favourable portfolio mix.

The International business posted a turnover of H 2,413 Crores, a growth of 11% over the last year. The business reported constant currency growth of 13%, with each of the key markets growing in tandem. The operating margin of the International business was at 23.7% in FY23 vs. 24.4% in the previous year. Higher input costs and currency headwinds in certain markets impacted profitability of the international business.

Further details on Marico's business, outlook, financial and operational performance, etc. are provided as part of the Management Discussion and Analysis Report.

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of FY23 and the date of this report. Further, there has been no change in the nature of business of the Company.

RESERVES

There is no amount proposed to be transferred to the Reserves.

DIVIDEND

Your Company's wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/disbursementofprofitstoitsshareholdersandalso retaining sufficient profits in the business for various purposes. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend, including working capital and capital expenditure requirements, funds required for acquisitions, reducing debt, contingencies, etc. The Dividend Distribution Policy is available on the Company's website at https://marico.com/investorspdf/Dividend_Distribution_ Policy.pdf. Your Company is in compliance with the Dividend Distribution Policy as approved by the Board.

Based on the principles and factors enunciated in the above Policy, your Company paid an Interim Dividend of H 4.50 per equity share of H 1 each aggregating to H 581.87 Crores to equity shareholders during FY23, as declared by the Board on February 27, 2023. Thus, the Dividend pay-out ratio for FY23 was 45% of the recurring consolidated net profit after tax as compared to 97% on a similar basis in the previous year. The lower Dividend pay-out for FY23 is primarily on account of utilization of funds at a group level for strategic acquisitions made in India and Vietnam. Average Dividend pay-outs to shareholders for the last 3 years is at a healthy ~75% of the recurring consolidated net profit after tax, and your Company is committed to maintaining a strong dividend pay-out going forward, in accordance with its Dividend Distribution Policy.

CHANGES IN SHARE CAPITAL

During FY23, the paid-up equity share capital of the Company has increased from H 129.28 Crores to H 129.31 Crores, consequent to allotment of 2,97,100 equity shares of H 1 each upon exercise of stock options under the Marico Employee Stock Option Plan, 2016.

SUBSIDIARIES

A list of bodies corporate which are subsidiaries of your Company is provided as part of the notes to the Consolidated Financial Statements. The following developments took place with regards to subsidiaries of Marico during FY23:

• Marico Bangladesh Limited continues to be the material subsidiary of the Company, in terms of provisions of Regulation 16(1)(c) of the SEBI Listing Regulations.

• On May 23, 2022, your Company acquired 53.98% equity stake in HW Wellness Solutions Private Limited (“True Elements”) and consequently, True Elements became a subsidiary of the Company.

• Beauty X Joint Stock Company (“Beauty X”), Vietnam, became a wholly owned subsidiary of Marico South-East Asia Corporation (“MSEA”), pursuant to completion of acquisition by MSEA on January 31, 2023 as per the closing conditions and terms of the definitive agreement between the parties. Consequently, Beauty X became a step-down wholly owned subsidiary of the Company.

• On July 4, 2022 and November 11, 2022, the Company acquired additional equity stake of 4.14% and 3.48% respectively in Apcos Naturals Private Limited, thereby increasing the total equity stake from 52.38% to 60%.

In accordance with Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures, if any, in prescribed Form AOC - 1 forms part of this Report. The statement also provides details of performance and financial position of each of the subsidiaries.

The audited financial statements together with related information and other reports of each of the subsidiary companies are available on the Company's website at https://marico.com/india/investors/documentation/annual-reports and the same are also available for inspection by the Members. Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Company Secretary & Compliance Officer at investor@marico.com.

In line with the requirements of the Act and SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at https://marico.com/investorspdf/ Policy_for_Determination_of_Material_Subsidiary.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of the SEBI Listing Regulations, are provided as part of the notes to the financial statements of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms an integral part of this Report and gives an update, inter alia, on the following matters:

• Industry structure and developments

• Segment-wise overview of business performance

• Financial Overview

• Shareholder Value

• Outlook

• Human Resources

• Information Technology & Digital

• Risk Management

• Internal control systems and their adequacy & Internal Financial Controls (IFC)

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company actively seeks to adopt global best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance. Marico's Board comprises eminent persons with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities.

As on March 31, 2023, the Board comprised one Executive Director, seven Non-Executive Independent Directors (including three Women Independent Directors) and three Non-Executive Non-Independent Directors.

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies

(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.

In the opinion of the Board, all Independent Directors (including those appointed during the year) possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors (including those appointed during the year) have registred themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

As a measure of enhanced corporate governance and increased Board effectiveness, the Board based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Nikhil Khattau, Independent Director, as the Lead Independent Director amongst the Independent Directors with effect from April 7, 2022. The Lead Independent Director inter alia presides over separate meeting(s) of the Independent Directors as Chairperson, acts as a representative of Independent Directors and carries out such other roles and responsibilities as may be assigned by the Board or group of Independent Directors from time to time.

The Board met six times during FY23 on April 7, 2022, May 5, 2022, August 6, 2022, November 4, 2022, February 3, 2023 and February 27, 2023. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

I. Appointment/Re-appointment of Directors

In terms of the Company's Policy on Nomination, Remuneration and Evaluation (“NRE Policy”), the Board at its meeting held on April 7, 2022, based on the recommendation of NRC and evaluation of the balance of skills, knowledge, experience and expertise on the Board and that of the respective Director, approved and recommended to the shareholders the following matters relating to appointment/re-appointment of Independent Directors, who are not liable to retire by rotation:

1. Re-appointment of Mr. Ananth Sankaranarayanan (DIN: 07527676) as an Independent Director for a second term of 5 (five) consecutive years with effect from June 26, 2022 to June 25, 2027, based on the positive outcome of his performance evaluation and contributions during his first term as Independent

Director.

2. Appointment of Ms. Apurva Purohit (DIN: 00190097) as an Independent Director for a term of 5 (five) consecutive years with effect from April 7, 2022 to April 6, 2027.

3. Appointment of Ms. Nayantara Bali (DIN: 03570657) as an Independent Director for a term of 5 (five) consecutive years with effect from April 7, 2022 to April 6, 2027.

4. Recommendation of appointment of Mr. Rajeev Vasudeva (DIN: 02066480) as an Independent Director for a term of 5 (five) consecutive years with effect from November 1, 2021 to October 31, 2026, as previously approved by the Board.

Subsequently, the Members approved the aforesaid appointment/re-appointment vide special resolutions dated May 14, 2022 passed through postal ballot. The results of postal ballot were declared by the Company on May 17, 2022, details whereof have been provided as part of the Corporate Governance Report.

The Board at its meeting held on May 5, 2023, based on the recommendation of NRC, approved the below matters subject to approval of Members at the 35^th Annual General Meeting (AGM):

1. Re-appointment of Mr. Saugata Gupta (DIN: 05251806) as the Managing Director & CEO (“ MD & CEO”) of the Company for a term of 2 (two) years with effect from April 1, 2024 to March 31, 2026, not liable to retire by rotation, and terms thereof including remuneration.

2. Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as an Additional Director in the capacity of Independent Director for a term of 5 (five) consecutive years with effect from July 1, 2023 to June 30, 2028.

The Company has received requisite notices in writing, proposing the candidature of Mr. Saugata Gupta for re-appointment as MD & CEO and Mr. Rajan Bharti Mittal for appointment as Independent Director, under Section 160 of the Act. The Board recommends the aforesaid re-appointment/appointment to the Members for approval. Relevant details pertaining to the proposals, including terms of appointment and remuneration, are provided as part of the Notice convening the 35^th AGM.

In accordance with provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Rishabh Mariwala (DIN:03072284), Non-Executive Director, retires by rotation at the 35^th AGM and being eligible, has offered himself for re-appointment. Based on the recommendation of NRC, the Board has recommended for the approval of the Members, re-appointment of Mr. Rishabh Mariwala as a Non-Executive Director at the 35^th AGM. A brief profile of Mr. Rishabh Mariwala and other requisite information are provided as part of the Notice of 35^th AGM.

II. Key Managerial Personnel

Other than the proposal for re-appointment of Mr. Saugata Gupta as MD & CEO as aforesaid, there were no changes in the Key Managerial Personnel of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your

Company as at March 31, 2023 and of the profit your Company for the said period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a ‘going concern' basis; e. proper internal financial controls to be followed by Company were laid down and such internal financial controls are adequate and were operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for Board Evaluation is duly approved by NRC. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairperson of NRC. This process at Marico is conducted through structured questionnaires which cover various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Member's strengths and contribution, execution and performance of specific duties, obligations and governance.

Evaluation of Committees of the Board was based on criteria such as adequacy of Committee composition, adherence to charter and laying down the full year agenda, role of Chairperson including allocation of time and eliciting contributions from all Committee members, effectiveness of Committee's performance and quality of support/ recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as preparedness and participation in discussions, quality of inputs, managing Board relationships, understanding of corporate governance framework, financial reporting, industry and market conditions, exercising independent judgment, etc.

Evaluation of the Board was based on criteria such as information architecture, Board dynamics and composition, focus on substantive issues, capacity building and future readying the organisation, governance mechanisms, etc.

In addition to the questionnaires, detailed one-on-one insighting is carried out annually by the Chairperson of the NRC with individual Board members. Feedback is also taken from senior management personnel on relevant aspects of Board functioning and shared with the Chairperson of the NRC. A quantitative analysis and Board Effectiveness presentation with in-sighting feedback and trends is shared and presented by the Chairperson of the NRC to all Board Members. Thereafter, the following process is followed to assimilate and process the feedback:

• A meeting of the Independent Directors is held wherein performance of Non-Independent Directors including the MD & CEO, Chairman of the Board and of the Board as a whole is evaluated.

The entire Board discusses the findings of the evaluation with the Independent Directors and also evaluates the performance of the Individual Directors including the MD & CEO, the Board as a whole and all Committees of the Board.

• As an outcome of the above process, individual feedback is shared with each Director subsequently during the year.

With respect to the focus areas identified by the Board last year, the following progress was made in the year under review:

For the year under review, the performance evaluation exercise conducted has resulted in identification of following focus areas, for the Company to work upon in the coming years:

1. Continued focus on Board effectiveness and assimilation of new Board members. Evaluating and enhancing the role of Lead Independent Director, wherever required, in fostering a cohesive and high-performing Board. Your Company already has an elaborate familiarization programme for effective induction to ensure seamless integration of the new Board Members.

2. Continued emphasis at a Board level on strategic risk management and building management capability in this area. Strengthening processes and systems coupled with robust monitoring, to mitigate key risks including volatility in international markets, exposure to currency fluctuations in certain geographies, path to sustainable and profitable growth in digital and foods business. The Board will continue to provide strategic inputs to win and grow amidst such VUCA environment.

3. Relentless pursuit of sustainability, which has always been at the core of Marico's business strategy. Deep focus on sustainable value creation and long-term win-win for all stakeholders, driving ESG leadership through cohesive and structured set of interventions under Marico ESG 2.0 framework, aligned with the relevant United Nations (UN) Sustainable Development Goals (SDGs). Maintaining best-in-class governance practices under the able guidance of the Board.

4. The Board will continue to mentor the MD & CEO and the senior management team for defining and executing the transformation agenda which is aimed at building a future-ready Marico, more specifically the strategic transformational initiatives in areas of innovation and diversification of foods business and premium brands, cost management, digital maturity and talent management.

5. For the Board Committees, the following focus areas will continue for the coming year: a. Audit Committee: Further strengthening the GRCC policies, processes and systems in the Company with special focus on automation and analytics, cyber security and standardisation of practices across all units within Marico; b. Nomination and Remuneration Committee: i. helping strengthen the culture within the organisation that is positive, enabling and inclusive with diverse talent across gender, ability and thought. ii. further strengthening the top talent pipeline and succession planning for MD & CEO and the Senior Management Personnel. c. Corporate Social Responsibility Committee: Bringing focus on effectively measuring impact created through CSR spends by Marico. The Board is also committed to review the progress on these priorities during the annual Board Retreats held every year.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

At Marico, sustainability is regarded as a business enabler that influences key strategic decisions. Having ingrained sustainability into its culture, your Company has spurred towards a carbon neutral future. This transformation is driven by robust sustainability governance structure, ethical business conduct, ESG risk mitigation strategies, ambitious targets towards transitioning to low-carbon sources, lowering GHG emission intensity, achieving water stewardship, incorporating responsible sourcing principles, and mapping product sustainability footprint. Considering the Company's deep focus on Sustainability, ESG is considered a Board-level mandate from a governance standpoint, and discussed periodically as part of Board meetings.

During the year, your Company launched its Sustainability 2.0 Framework that highlights its commitment to drive sustainable value creation and stakeholder capitalism in this decade of action. Covering over 50 KPIs across the environmental, social, and governance pillars - the initiative defines Marico's long-term sustainability goals that it aims to achieve by 2030. The launch of Marico's Sustainability 2.0 initiative reaffirms its commitment to becoming a future-ready organization that creates value for all stakeholders, from its employees and business partners to the communities in which it operates. The initiative aims to reduce its environmental impact, balance profitability with sustainability, and implement a more transparent, efficient, and effective corporate governance framework. A detailed write-up on Marico's stakeholder engagement process, covering interalia the constituents of stakeholder ecosystem, engagement objectives and mode of engagement, has been provided as part of the Chapter titled “Stakeholder Engagement” of this Integrated Annual Report.

As part of the deployment, Marico has outlined an extensive 8-point commitment to effect change around key focus areas ranging from Net Zero emissions in domestic operations by 2030, Responsible Sourcing, Inclusivity and Diversity, Human Rights and Ethics, etc.

Your Company realizes the power of being transparent and accountable as an organization, which in turn, helps in maintaining the trust that stakeholders' have placed in us. Marico considers disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. Marico has published its fifth Integrated Annual Report underlining the new set of targets and business goals that pave the way for short, medium and long-term value creation of the Company. Keeping up with changes in regulatory requirements and evolving disclosure patterns, your Company is presenting its first Business Responsibility and Sustainability Report (“BRSR”), which forms part of this Integrated Annual Report. The BRSR covers the Company's performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct' and is in adherence to the SEBI Listing Regulations.

The financial sections of BRSR are presented in line with the requirements of the Act read with the rules made thereunder, the Indian Accounting Standards, the SEBI Listing Regulations and the requisite Secretarial Standards issued by the Institute of Company Secretaries of India. The non-financial section (Sustainability and Corporate Social Responsibility) is presented in conformance to the Global Reporting Initiative (GRI) Standard's Core Performance Indicators, the UNSustainable Development Goals (SDGs) and other sector relevant international sustainability disclosure guidelines.

AUDIT COMMITTEE

Your Company has constituted an Audit Committee which performs the roles and functions as mandated under the Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee consists of four Independent Directors, Mr. Nikhil Khattau, Ms. Hema Ravichandar, Mr. Milind Barve and Ms. Apurva Purohit. Mr. Nikhil Khattau is the Chairman of the Audit Committee. During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters. There have been no instances where such recommendations have not been accepted.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, the Members at the 34^th AGM held on August 5, 2022 approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, from the conclusion of 34^th AGM upto the conclusion of 39^th AGM to be held in the year 2027. Accordingly, the Statutory Auditors will hold office until the conclusion of 39^th AGM of the Company.

The aforesaid re-appointment was recommended by the Audit Committee/Board to the shareholders based on the positive outcome of review of performance of M/s. B S R & Co. LLP during their first term as auditors and considering various factors such as their independence, industry experience, skills and expertise and quality of audit. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc. The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2023 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Your Company has made and maintained the cost accounts and records, as required. Accordingly, the Board at its meeting held on May 5, 2023, based on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Firm registration no.: 100392), as the Cost Auditors of the Company to conduct audit of the cost records for the financial year ending March 31, 2024. A remuneration of H 10,00,000/- (Rupees Ten Lakhs only) plus applicable taxes and out of pocket expenses, has been fixed for the Cost Auditors, subject to the ratification of such fees by the Members at the 35^th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2024 forms part of the Notice of the 35^th AGM. The Company has received requisite consent and certificate of eligibility from M/s. Ashwin Solanki & Associates.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 5, 2023, based on the recommendation of the Audit Committee, approved the appointment of Dr. K. R. Chandratre, Practicing Company Secretary (Certificate of Practice No. 5144) as the Secretarial Auditor of the Company to conduct audit of the secretarial records for the financial year ending March 31, 2024. The Company has received consent from Dr. K. R. Chandratre to act as such.

The Secretarial Audit Report in form MR-3 for FY23 is enclosed as “Annexure A” to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value.

The key cornerstones of your Company's Risk Management Framework are:

• A well-defined risk management policy;

• Periodic assessment and prioritization of risks that affect the business of your Company;

• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to mitigate the risks;

• Defined review and monitoring mechanism wherein the functional teams, the top management, the Risk Management Committee, Audit Committee and the Board review the progress of the mitigation plans;

• Integration of Risk Management with strategic business plan, annual operating plans, performance management system and significant business decisions;

• Constant scanning of external environment for new and emerging risks;

• Wherever applicable and feasible, defining the risk appetite and implementing adequate internal controls to ensure that the limits are adhered to.

Your Company has also put in place a robust Crisis Management Framework monitored by internal crisis management committee which is responsible for laying out crisis response mechanism, communication protocols, and periodic training and competency building around crisis management.

Your Company has in place a Risk Management Committee (“RMC”) chaired by an Independent Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The composition, detailed terms of reference of the RMC and attendance at its meetings are provided as part of the Corporate Governance Report.

In terms of the applicable provisions of the SEBI Listing Regulations, your Board has adopted a Risk Management Policy, which is available on the Company's website at https://marico.com/investorspdf/Risk_Management_Policy. pdf.

Further details of the risk management framework of the Company are provided as part of the Integrated Annual Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company's approach on Corporate Governance has been detailed in the Corporate Governance Report. Your Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust ERP and other supplementary IT systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls. The Company also uses data analytics to identify trends and exceptions to proactively monitor any control deviations for corrective action.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

On a voluntary basis, your Company's material subsidiary, Marico Bangladesh Limited (“MBL”) has also adopted this framework and its progress is reviewed by MBL's Audit Committee and its Board of Directors, which exhibits Marico's commitment to good governance at a group level.

RELATED PARTY TRANSACTIONS

Vide amendments to the SEBI Listing Regulations effective April 1, 2022, substantial changes were introduced in the related party transaction framework, inter alia, by enhancing the purview of definition of related party, and overall coverage of transactions with related parties.

In line with the requirements of the Act, read with the amended SEBI Listing Regulations, the Company revised its Policy on Related Party Transactions and the same is available on its website at https://marico.com/investorspdf/Policy_on_Related_ Party_Transactions.pdf. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All transactions with related parties and subsequent material modifications are placed before the Audit Committee for its review and approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Audit Committee. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of H 1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted (including long-term or recurring RPTs), on a quarterly basis. All transactions with related parties entered into during FY23 were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the SEBI Listing Regulations requiring approval of the Members during the year under review. Attention of the Members is drawn to note no. 30 of the standalone financial statements setting out the disclosures on related party transactions for FY23.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION

Your Company has in place NRC of the Board, which performs the functions as mandated under the Act, the SEBI Listing Regulations and such other functions as prescribed by the Board from time to time. The composition of NRC, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.

In terms of the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations, your Board has amended its Policy for appointment, removal and remuneration of Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel (“SMP”) and also on Board Diversity, Succession Planning and Evaluation of Directors (“NRE Policy”) at its meeting held on May 5, 2023 to incorporate the recent amendments under the SEBI Listing Regulations. The remuneration paid to Directors, KMP and SMP of the Company are as per the terms laid down in the NRE Policy. The MD & CEO of your Company does not receive remuneration or commission from any of the subsidiaries of your Company.

The salient features of this Policy are outlined in the Corporate Governance Report and the NRE Policy is made available on the Company's website at https://marico.com/investorspdf/ Policy_on_Nomination,_Remuneration_and_Evaluation.pdf.

Marico Employee Stock Option Plan, 2016

At the 28^th AGM held on August 5, 2016, the Members approved institution of the Marico Employee Stock Option Plan, 2016 (“Marico ESOP 2016 Plan” or “Plan”) as a long-term incentive plan for grant of employee stock options (“Options”) to eligible employees of the Company including the MD & CEO and that of its subsidiaries, whether in India or outside India (“Eligible Employee”). Stock options have long been proven to be an effective tool for organizations to incentivize employees to accelerate profitable growth and wealth creation while also working as a performance reward and retention tool. Marico ESOP 2016 Plan aims to align individual goals and performance of employees to annual and long-term business objectives of the Company, reward employees for creating long-term value for shareholders by achieving the business objectives and accelerating Company performance, and attract and retain high potential and critical employees in a competitive talent environment. The NRC is entrusted with the responsibility of administering the Plan and the Scheme(s) notified or to be notified thereunder, from time to time.

During the year under review, based on the recommendation of NRC and the Board, the shareholders approved the following matters relating to Marico ESOP 2016 Plan vide special resolutions dated May 14, 2022 passed through postal ballot:

- Increase in limit of Options that can be granted from time to time under the Plan from the existing limits of an aggregate maximum of 0.6% of the issued equity share capital of the Company as on August 5, 2016 (“Commencement Date”) (excluding outstanding warrants and conversions), being 77,41,027 Options, to revised limits of upto an aggregate of 2,09,41,027 Options (as may be adjusted for any changes in capital structure of the Company), constituting an additional 1,32,00,000 Options.

- Further, the limit for grant of Options to any single Eligible Employee in any one single scheme notified under the Plan, as previously approved at the 28^th AGM held on August 5, 2016, remains unchanged at 0.15% of the issued capital as on the Commencement Date, being 19,35,257 Options.

- The Marico ESOP 2016 Plan was amended to modify the relevant clauses to give effect to the aforesaid increase in limits and certain other changes intended to bring the language thereof in uniformity with the re-enacted SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) and adopt references to latest regulatory enactments.

The Board affirms that the amendments to the Marico ESOP 2016 Plan as aforesaid are in compliance with the SBEB Regulations and the changes effected thereto are not prejudicial to the interests of the employees.

As on March 31, 2023, an aggregate of 64,37,040 Options were outstanding which constitute about 0.50% of the paid-up equity share capital of the Company as on that date.

Marico Employees Stock Appreciation Rights Plan, 2011

The Company adopted Marico Stock Appreciation Rights Plan, 2011 (“STAR Plan”) in the year 2011, for the welfare of its employees and those of its subsidiaries (“Eligible Employees”). Under the Plan, various schemes are notified for conferring cash incentive benefit to the Eligible Employees through grant of stock appreciation rights (“STARs”).

The NRC administers the Plan and the Scheme(s) notified thereunder, from time to time. The NRC notifies various Schemes for granting STARs to the eligible employees. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfilment of certain conditions and applicability of Income Tax. The STAR Plan involves secondary market acquisition of the equity shares by an Independent Trust set up by your Company for the implementation of the STAR Plan. Your Company lends monies to such Trust for making secondary acquisition of equity shares, subject to the statutory ceilings and provisions of applicable law.

As on March 31, 2023, an aggregate of 13,16,749 STARs were outstanding which constitute about 0.10% of the paid-up equity share capital of the Company as on that date.

STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST

The disclosure in terms of Regulation 14 of the SBEB Regulations is made available on the Company's website at https://marico.com/india/investors/documentation/annual-reports. Further, the Company has complied with the applicable accounting standards in this regard. During the year under review, the Company has not given loan to any of its employees for purchase of shares of the Company. It is hereby affirmed that the Marico ESOP 2016 Plan and STAR Plan instituted by the Company are in compliance with the SBEB Regulations, as amended from time to time, and the resolutions passed by the Members approving the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employees' remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is disclosed in “Annexure B” to this report.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is available on the Company's website at https://marico.com/india/investors/documentation/annual-reports. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid information. Any Member desirous of obtaining a copy of the said information may access the aforesaid weblink or write to the Company Secretary at investor@marico.com.

CORPORATE GOVERNANCE

Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values form the hallmark of our best corporate governance framework. The Board, in conjunction with the management, sets values of your Company and drives the Company's business with these principles. These ethics and values are reflected in Marico's culture, business practices, disclosure policies and relationship with its stakeholders. These ethics and values are practiced by Marico and its subsidiaries globally, which is at par with best international standards and good corporate conduct. Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed to this report as “Annexure C”. Further, a certificate from Dr. K. R. Chandratre, Practicing Company Secretary, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of the Corporate Governance Report.

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Code of Conduct (“CoC”) which enables its stakeholders to report concerns about unethical or inappropriate behavior, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions, or any other violation of the CoC. There are separate guidelines called Marico's

Code of Business Ethics that are applicable to our associates who partner us in our organizational objectives. It is also made a part of agreements executed by your Company with its vendors. Your Company discourages bribery and corruption in any form and has adopted an Anti-Bribery and Anti-Corruption Policy, which is available on the website at https://marico.com/aboutus_coc_pdf/Anti-Bribery-Anti-Corruption-Policy.pdf. The objective of CoC is to ensure that your Company conducts its business in the most principled and ethical manner, the highest level of governance and a discrimination and harassment-free workplace for all its employees.

In compliance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has adopted a policy (“Anti-Sexual Harassment Policy”) for the prevention of sexual harassment and constituted Internal Committees to deal with complaints relating to sexual harassment at workplace. Details of complaint on sexual harassment are as under:

The Company conducts Global PoSH survey where members can anonymously confirm if they have experienced/ witnessed instances of sexual harassment while working with Marico in the past one year. Further, the survey results are shared by members of Executive Committee in their respective constituency to strengthen the awareness and sensitize the employees on the requirements under law.

All cases involving violation/potential violation of code are referred to the CoC Committee. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The CoC guidelines are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation (including through anonymous reporting). To encourage such members to report any concerns, the Company has engaged an independent agency for managing the whistleblowing system.

Any violation may also be reported anonymously. To this end, your Company has provided the below options for reporting:

1. Globally accessible toll-free telephone numbers in multiple countries and web-helpline available in multiple languages which are available 24*7, wherein grievances/concerns can be reported to the Company anonymously.

2. CoC Website - marico.ethicspoint.com (with an option to report anonymously).

3. CoC Mobile Helpline-maricomobile.ethicspoint.com (with an option to report anonymously).

For administration and governance of the Code, a committee called Code of Conduct Committee (“CoC Committee”) is constituted. All cases reported under the whistleblower policy are reported to the CoC Committee and are subject to review by the Audit Committee and NRC. In addition to the independent Ethics helpline system, your Company has also provided in its CoC, direct access to the members of the CoC Committee, Internal Committee, respective Business HR/ CXO and a complaint drop box facility to report concerns or violations of the CoC (with an option to file a complaint anonymously).

All new employees go through a detailed personal orientation on CoC and anti-sexual harassment policy, along with an e-learning module which can be completed and referred to throughout the year. Your Company seeks affirmation on compliance of CoC on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings (classroom/online) on Anti-Sexual Harassment Policy and Marico Insider Trading Rules, 2015 are conducted to educate the employees on the said policy/rules. The education and sensitization are further strengthened through periodic email communications and focused group discussions with employees to ensure the CoC is followed in spirit and failures are minimized. In addition to above, the Company ensures notifying the members in Townhall about the cases COC committee dealt with in the previous year in the form of case studies by concealing the identity of the members involved. The Company also ensures capability building of and mandatory certifications by its business partners on Marico's Code of Conduct and Marico's Code of Business Ethics. Further details on vigil mechanism are available on the website of the Company at https://marico.com/india/ about-us/code-of-conduct.

The Board, the Audit Committee and NRC are informed periodically on the matters reported under CoC and the status of resolution of such cases.

The Company affirms that no personnel has been denied access to the Audit Committee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is enclosed as “Annexure D” to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Marico's stated purpose is to “Make a Difference” and your Company's CSR philosophy is anchored on this core purpose of making a difference to the lives of all its stakeholders to help them achieve their full potential. Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the inter-dependent ecosystem consisting of various stakeholders.

In terms of the Act and rules framed thereunder, the Company has adopted a CSR Policy, which is available on the website at https://marico.com/investorspdf/Corporate-Social-Responsibility-Policy.pdf.

The Company has in place a CSR Committee, which functions in accordance with the applicable provisions of the Act and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the CSR Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the CSR Committee consists of five Directors, Mr. Ananth Sankaranarayanan, Mr. Harsh Mariwala, Mr. Saugata Gupta, Mr. Milind Barve and Ms. Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR Committee.

During FY23, your Company spent H 22.69 Crores towards its CSR activities. A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 together with progress thereon and the report on CSR activities in the prescribed format including details on impact assessment, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in “Annexure E” to this Report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for FY23 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard – 1 and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of FY23 or the previous financial year. Your Company did not accept any deposits during FY23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY23 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company at https://marico.com/india/investors/documentation/annual-reports.

COST RECORDS

The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

OTHER DISCLOSURES

a. There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

b. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c. Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, distributors, third party manufacturers, bankers and all other business associates and from the neighborhood communities of various Marico locations. We look forward to continued support of all these partners in the future.

On behalf of the Board of Directors

A) Ratio of Remuneration of each Director to the median remuneration of all the employees of your Company and details of percentage increase in the remuneration of each Director for the financial year 2022-23 are as follows:

* The remuneration of all Non-Executive Directors includes sitting fees paid during the financial year.

** MRE - Median Remuneration of Employees

1 With effect from November 1, 2022, the Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC), revised the commission payable to Mr. Harsh Mariwala fromH 2.35 Crores per annum to H 1.15 Crores per annum. The remuneration of Mr. Harsh Mariwala for the financial year 2022-23 is based on the aforesaid scale and also includes certain amounts pertaining to the immediately preceding financial year paid in FY 2022-23.

2 The remuneration of Mr. Saugata Gupta includes fixed pay, variable pay, retiral benefits, performance incentives/rewards as per the Company's policies and as determined by the NRC and the Board, and perquisite value of stock options exercised during the respective financial years. The remuneration for financial year 2021-22 includes perquisite value of stock options exercised ofH 22,47,42,836 (FY 2022-23: Nil).

3 Ms. Apurva Purohit was appointed as Independent Director w.e.f. April 7, 2022. Her remuneration pertains to the period from the date of appointment till March 31, 2023 and accordingly is not comparable with the previous financial year.

4 Ms. Nayantara Bali was appointed as Independent Director w.e.f. April 7, 2022. Her remuneration pertains to the period from the date of appointment till March 31, 2023 and accordingly is not comparable with the previous financial year.

5 Mr. Nikhil Khattau was appointed as the Lead Independent Director w.e.f. April 7, 2022 and his remuneration additionally includes commission payable towards such role.

6 Mr. Milind Barve was appointed as Independent Director w.e.f. August 2, 2021. Accordingly, his remuneration for the financial year 2022-23 is not comparable with the previous financial year.

7 Mr. Rajeev Vasudeva was appointed as Independent Director w.e.f. November 1, 2021. Accordingly, his remuneration for the financial year 2022-23 is not comparable with the previous financial year.

B) Details of percentage increase in the remuneration of Chief Financial Officer and Company Secretary in the financial year 2022-23 are as follows:

8 Remuneration of Mr. Pawan Agrawal for the financial year 2021-22 includes perquisite value of stock options exercised during that financial year. There were no such perquisites towards exercise of stock options during the financial year 2022-23.

9 Mr. Vinay M A was appointed as the Company Secretary & Compliance Officer with effect from October 28, 2021. Accordingly, his remuneration for the financial year 2022-23 is not comparable with the previous financial year.

C) Percentage increase in the Median Remuneration of all employees in the financial year 2022-23 is as follows:

$ For calculation of median remuneration, the employee count taken is 1,307 and 1,249 for the financial year 2022-23 and 2021-22 respectively, which comprise employees (excluding workmen) who have served for the whole ofthe respective financial years.

D) Number of permanent employees on the rolls of the Company as of March 31, 2023:

1,806 (inclusive of workmen)

E) Comparison of average percentage increase in remuneration of all employees other than KMP and the percentage increase in the remuneration of KMP:

@ Employees, other than KMPs, who have served for the whole or part of the respective financial years have been considered. Remuneration includes performance incentives and perquisite value of stock options exercised during the respective financial years.

& For further details on change in remuneration of KMPs, please refer the explanations provided in respective note nos. 2, 8 and9 above.

F) Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the

Company's Policy on Nomination, Remuneration & Evaluation.

For Marico Limited